Stefan Bradl snatched his first ever MotoGP pole by rocketing from sixth to first in the final minute of US GP qualifying at Laguna Seca.
The Honda LCR rider toppled Repsol Honda's Marc Marquez by just 0.017s.
Rookie title leader Marquez, quickest in practice, was unable to defend his provisional pole after a lowside fall at Turn 5 in the closing minutes.
Alvaro Bautista completed a great day for Honda in third for Gresini (+0.197s), with Valentino Rossi the lead Yamaha in fourth (+0.242s).
Rossi will be joined on row two by fellow M1 riders Cal Crutchlow and Jorge Lorenzo.
A frustrated Crutchlow (+0.244s) suffered technical problems with his Tech 3 Yamaha and only set a lap time in the closing minutes. Lorenzo claimed a commendable sixth place, given his collarbone injuries - and was unlucky not to be ranked higher, lapping just 0.277s from pole and 0.080s from Bautista.
Fellow injured title contender Dani Pedrosa will start from seventh on his Repsol Honda (+0.552s), alongside Ducati's Andrea Dovizioso (+0.850s) and Tech 3 rookie Bradley Smith (0.899s).
Pedrosa trails team-mate Marquez by just two points with Lorenzo eleven points from the top. Pedrosa has a cracked collarbone, while Lorenzo broke his collarbone at Assen, then needed the plate replaced after further damage last weekend in Germany.
Nicky Hayden will begin his final US GP for Ducati from tenth place, with Aleix Espargaro again the leading CRT in eleventh. Espargaro's Aspar team-mate Randy de Puniet joined Pedrosa in reaching Q2 via the Q1 session, but fell before he could record a time and will thus start twelfth.
Avintia's Hector Barbera and Pramac Ducati stand-in Alex de Angelis were the quickest of those not to progress to Q2, putting them 13th and 14th on the grid.
American Blake Young, due to making his second wild-card appearance of the year with Attack Performance Racing, has withdrawn due to heavy bike damage in a Friday fall.
1. Stefan Bradl
2. Marc Marquez
3. Alvaro Bautista
4. Valentino Rossi
5. Cal Crutchlow
6. Jorge Lorenzo
7. Dani Pedrosa
8. Andrea Dovizioso
9. Bradley Smith
10. Nicky Hayden
11. Aleix Espargaro
12. Randy De Puniet
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